COSTA RICA Law and Practice Contributed by: Claudio Donato Monge, Marco Lopez, Claudio A Donato Lopez and Carolina Retana, Zurcher, Odio & Raven
In qualified circumstances, the parties may request a waiver of the suspensive effect of the notification. However, this does not eliminate the obligation to notify the transaction where the legal requirements are met. 2.2 Failure to Notify In Costa Rica, failure to notify a concentration where notification is required may give rise to administra - tive sanctions and corrective measures. The following penalties are established under the ASCA: • fines ranging from 0.1% to 10% of the infringing undertaking’s turnover generated during the previ - ous fiscal year; • an order to suspend, correct or unwind the con - centration, including measures aimed at restoring the situation prior to the transaction; and • fines of up to 680 base salaries may be imposed on individuals who participate directly in unlawful concentrations on behalf of, or for the account of, legal entities. Failure to notify has been sanctioned in practice, but publicly available information on the identity of the sanctioned parties and the detailed calculation of the fines is limited. 2.3 Types of Transactions The definition of economic concentration under the ASCA is broad and covers several types of transac - tions, including mergers, acquisitions of shares or assets, the transfer of business establishments and any other act or agreement resulting in a change of control over one or more independent economic agents. For a transaction to be subject to merger control in Costa Rica, it must generally contain the following elements: • it is carried out between two or more independent economic agents, whether or not they are competi - tors; • at least two of the participating economic agents have operations with an impact in Costa Rica; • it involves a transfer in the control of one or more of them, either through the acquisition of control over one another, or in the formation of a new eco - nomic agent;
• it is carried out permanently or with the intention of permanence; and • the notification thresholds are met. Internal restructurings of companies that belong to the same group of economic interest are not caught. The main reason behind this is that there is no change of control, since the final beneficiaries of the parties involved are the same, both prior to and after the transaction has been executed. As such, given that the definition of concentration under the Competition Act focuses on the change of control, internal restruc - turings are not subject to notification. 2.4 Definition of “Control” Control is defined as the de facto or legal possibility of executing a decisive influence over an economic agent or its assets, and understood as the power to adopt or block decisions that determine strategic commercial behaviour. As such, acquisitions of minority interests that include the right to veto strategic decisions may trigger the obligation to notify. 2.5 Jurisdictional Thresholds If a transaction qualifies as a concentration under the ASCA, the parties must determine whether the appli - cable jurisdictional thresholds are met. Costa Rican merger control applies when both the joint threshold and the individual threshold are satisfied. The joint threshold is met if the value of the parties’ combined productive assets located in Costa Rica, or the value of the revenue generated in or from Costa Rica by the parties during the previous fiscal year, exceed 30,000 base salaries. The individual threshold requires that at least two of the parties each hold assets in Costa Rica, or gener - ate revenue in or from Costa Rica, exceeding 1,500 base salaries during the previous fiscal year. For 2026, the applicable base salary is CRC462,200. Accordingly, the joint threshold is approximately USD27,450,000, and the individual threshold is approximately USD1,372,500.Transactions that fall below these thresholds are not subject to notifica - tion, unless two of the parties operate in the telecom sector.
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